-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQILtvZcCTeWFvNzXfNcqoTgFvB7icoAHpwvF0tN5XYkhk0rAfGLaljkRt6jYtxn BrrSrgsRPuPU78cvdBt9wQ== 0000950112-96-000326.txt : 19960207 0000950112-96-000326.hdr.sgml : 19960207 ACCESSION NUMBER: 0000950112-96-000326 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960206 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13851 FILM NUMBER: 96511669 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR WILLIAM O CENTRAL INDEX KEY: 0000900650 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GLOBE NEWSPAPER COMPANY STREET 2: 135 MORRISSEY BLVD P O BOX 2378 CITY: BOSTON STATE: MA ZIP: 02107-2378 BUSINESS PHONE: 6179293300 SC 13G/A 1 THE NEW YORK TIMES CO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * THE NEW YORK TIMES COMPANY -------------------------- (Name of Issuer) CLASS A COMMON STOCK -------------------- (Title of Class of Securities) No. 650111107 ------------- (CUSIP Number) Check the following box if a fee is being paid with this statement (X). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages 13G CUSIP No. 650111107 Page 2 of 7 Pages - ---------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William O. Taylor ###-##-#### - ---------------------------------------------------------------------------- 2. Check The Appropriate Box If A Member Of A Group* (a) (b) (X) - ---------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. Citizenship or Place of Organization - ---------------------------------------------------------------------------- 5. Sole Voting Power Number of 104,172 Shares Beneficially 6. Shared Voting Power Owned By 8,308,477 Each Reporting 7. Sole Dispositive Power Person 104,598 with 8. Shared Dispositive Power 8,308,051 - ---------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned By Each Reporting Person 8,412,649 - ---------------------------------------------------------------------------- 10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares* See Exhibit I. - ---------------------------------------------------------------------------- 11. Percent of Class Represented By Amount in Row 9 8.66% - ---------------------------------------------------------------------------- 12. Type of Reporting Person* IN - ---------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 13G CUSIP No. 650111107 Page 3 of 7 Pages Item 1(a). Name of Issuer: The New York Times Company Item 1(b). Address of Issuer's Principal Executive Offices: 229 West 43rd Street New York, NY 10036 Item 2(a). Name of Person Filing: William O. Taylor Item 2(b). Address of Principal Business office or, if none, Residence: 135 Morrissey Boulevard P.O. Box 2378 Boston, MA 02107-2378 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Class A Common Stock, $.10 par value. Item 2(e). CUSIP Number: 650111107 Item 3. This statement is not filed pursuant to Rules 13(d)-1(b) or 13d-2(b). Item 4. Ownership: (a) Amount beneficially owned: 8,412,649 (see Exhibit I attached hereto). (b) Percent of class:8.66% (see Exhibit I attached hereto). (c) Number of shares owned by William O. Taylor: (i) Sole power to vote or to direct the vote: 104,172. (ii) Shared power to vote or to direct the vote: 8,308,477. (iii) Sole power to dispose or to direct the disposition of: 104,598. (iv) Shared power to dispose of or to direct the disposition of: 8,308,051. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. 13G CUSIP No. 650111107 Page 4 of 7 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person: Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, some but not all of the securities listed in Item 4(a), but except as indicated on Exhibit I attached hereto, no one person to the extent of more than five percent of the outstanding shares of the Issuer's Class A Common Stock. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of the Group: Not applicable. Item 10. Certification: Not applicable. Signature: - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 6, 1996 Signature: /s/ William O. Taylor --------------------------- Name/Title: William O. Taylor 13G CUSIP No. 650111107 Page 5 of 7 Pages EXHIBIT I --------- The New York Times Company (the "Company") has one class of common stock, Class A Common Stock $.10 per value ("A Stock"), registered pursuant to Section 12 of the Securities Exchange Act. As of December 31, 1995, deeming the shares of A Stock subject to options exercisable at any time within 60 days of December 31, 1995, to be issued and outstanding shares of A Stock as of that date, I beneficially owned 8,412,649 shares of the Company's A Stock, or 8.66% of the A Stock outstanding on that date. I have the voting and dispositive power for certain shares of A Stock of which I am a beneficial owner as indicated below: Sole Shared Sole Shared Beneficial Voting Voting Investment Investment Holder Power Power Power Power - ---------- ------ ------ ---------- ---------- William O. Taylor 68,445 68,445 William O. Taylor Trust Trustees: Fiduciary Trust Company William O. Taylor 8,437 8,437 James D. Colt William O. Taylor 35,727 35,727 (options to acquire shares of A Stock exercisable within 60 days of 12/31/95) Evans S. Pillsbury III Unitrust 50,000 50,000 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. At December 31, 1995, I was one of the three trustees (the "Jordan Trustees") under the will (the "Jordan Will") of the late Eben D. Jordan, who died in 1895. The other trustees were Roland D. Grimm and Robert A. Lawrence. At January 1, 1995, the Jordan Trust held 6,608,787 shares of Class A Common Stock of the issuer. All of these shares were held in the Jordan Voting Trust, pursuant to which the Jordan Trustees shared the power to vote and dispose of the shares. A corresponding number of Jordan Voting Trust certificates were issued and also held in trust by the Jordan Trustees. During 1995, 2,182,275 Jordan Voting Trust certificates formerly held in trust by the Jordan Trustees, corresponding to 2,182,275 shares of Class A Common Stock of the issuer, were transferred to the 1995 Symonds-Clay Trust. There were four sub-trusts under the 1995 Symonds-Clay Trust which combined assets formerly held in other sub-trusts under the Jordan Will (the "Symonds- Clay Sub-trusts"). In the first Symonds-Clay Sub-trust there were 1,009,506 shares of Class A Common Stock. The income beneficiary of the first Symonds- Clay Sub-trust was Jeremy Clay. In the second Symonds-Clay Sub-trust there 13G CUSIP No. 650111107 Page 6 of 7 Pages were 1,009,507 shares of Class A Common Stock. The income beneficiaries of the second Symonds-Clay Sub-trust (formerly Bridget Symonds) were Peter and Lucilla Clay Stephenson. In each of the third and fourth Symonds-Clay Sub-trusts there were 81,631 shares of Class A Common Stock. The income beneficiaries of the third and fourth Symonds-Clay Sub-trusts were Peter Clay and Lucilla Clay Stephenson, respectively. As of December 31, 1995, there remained two sub-trusts under the Jordan Will (the"Jordan Sub-trusts") for the benefit of the issue of the testator, both of which terminated on January 16, 1996. One Jordan Sub-trust (the "Kidder Sub-trust") held 2,213,256 shares of Class A Common Stock. The income beneficiaries (formerly Dorothy R. Kidder) were certain lineal descendants of Dorothy R. Kidder. The second Jordan Sub-trust (the "Talbot- Baker Sub-trust") held 2,213,256 shares of Class A Common Stock. There were seven income beneficiaries of this sub-trust, no one of whom was entitled to more than 1/6th of the income of the trust. At December 31, 1995, Mr. Lawrence, Mr. Grimm and I were the voting trustees under the Jordan Voting Trust and shared all voting rights with respect to the shares held in the Voting Trust (i.e., all shares under the 1995 Symonds-Clay Trust and under both Jordan Sub-trusts). Dispositive power with respect to the shares in the Jordan Sub-trusts, but not the Symonds-Clay Sub- trusts, was shared by the same three persons as trustees under the Jordan Will. The Jordan Voting Trust terminated effective January 16, 1996. I am one of the five voting trustees of the Globe Voting Trust. As of December 31, 1995, the Globe Voting Trust was the record holder of 4,543,172 shares of A Stock. The Globe Voting Trust had outstanding on that date an equal number of Units. Each Unit in effect represents one share of A Stock. The certificates representing Units are held principally by various descendants of General Charles H. Taylor or by trusts for their benefits. The Globe Voting Trust will terminate on September 30, 2003, but may be terminated sooner, by a unanimous vote of the Globe Voting Trust voting trustees or by action of the holders of 66-2/3% or more of the outstanding Globe Voting Trust Units. Except for major corporate transactions such as mergers or dispositions of substantially all of the Company's property, the Globe Voting Trust voting trustees have sole power to exercise voting rights of stockholders with respect to shares of A Stock held by the trust. The trustees of the Globe Voting Trust have no power to dispose of or to direct the disposition of shares of A Stock held by the Globe Voting Trust. Holders of Globe Voting Trust Units, subject to disposition restrictions of the Globe Voting Trust, have the power to dispose of or to direct the disposition of Globe Voting Trust Units or the underlying shares of A Stock. I have voting and dispositive power with respect to shares of A Stock held in the Globe Voting Trust as indicated in the following table: 13G CUSIP No. 650111107 Page 7 of 7 Pages Shared Sole Shared Holders of Globe Voting Investment Investment Voting Trust Units Power Power Power - ------------------ ------ ---------- ---------- William O. Taylor 426 426 C.H. Taylor 1993 Globe Trust 199,656 199,656 Trustees: Charles H. Taylor, Jr. William O. Taylor Boston Safe Deposit & Trust Co. C.H. Taylor Globe Family Trust 248,400 248,400 Trustees: Charles H. Taylor, Jr. William O. Taylor Boston Safe Deposit & Trust Co. Elizabeth T. Fessenden Trust 625,816 625,816 Trustees: William O. Taylor Edward L. Bigelow Neil W. Rice Evans S. Pillsbury III Marital Trust 311,318 311,318 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. Evans S. Pillsbury III Residual Trust 192,218 192,218 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. William O. Taylor Trust 63,419 63,419 Trustees: Fiduciary Trust Company William O. Taylor James D. Colt In computing the aggregate number of shares beneficially owned by me, I have excluded those shares of A Stock in which I have beneficial interest solely because I am a voting trustee of the Globe Voting Trust, since as a voting trustee of the Globe Voting Trust, I expressly disclaim a beneficial interest in such shares. Under the terms of the Globe Voting Trust, persons other than myself have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Units of the Globe Voting Trust, but no one person to the extent of more than five percent of the outstanding shares of A Stock. -----END PRIVACY-ENHANCED MESSAGE-----